<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 1995
PITNEY BOWES CREDIT CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 0-13497 06-0946476
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
World Headquarters 06856-5151
Norwalk, Connecticut (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (203) 846-5600
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<PAGE>
Item 5. Other Events.
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Pitney Bowes Credit Corporation, a Delaware corporation (the
"Company") has filed with the Securities and Exchange Commission an Indenture
dated as of May 1, 1985 under which it may from time to time offer unsecured
debt securities.
The Company has filed a Prospectus Supplement dated May 25,
1995 to its Prospectus dated December 7, 1992 with respect to the issuance of
$200 million aggregate principal amount of its 6 1/4% Notes Due June 1, 1998
and 6 5/8% Notes Due June 1, 2002 (the "Notes"). The Notes have been issued
in global form and have a fixed rate of interest.
The form of the Notes issued by the Company are attached hereto
as exhibits 5(a) and 5(b).
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
PITNEY BOWES CREDIT CORP.
By_________________________
Keith Williamson
Vice President and
General Counsel
Dated: July 6, 1995
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EXHIBIT INDEX
-------------
Page No. in
Sequentially
Exhibit Title Numbered Statement
- ------- ----- ------------------
5(a) Form of the Company's fixed rate
6 1/4% Notes due June 1, 1998.
5(b) Form of the Company's fixed rate
6 5/8% Notes due June 1, 2002.
<PAGE>
EXHIBIT 5A
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, 55 Water Street, New York, New
York (the "U.S. Depositary"), to Pitney Bowes Credit Corporation or its agent
for registration of transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of The Depository Trust Company (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the U.S. Depositary), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
No. R-1 $100,000,000
CUSIP # 724477AM6
PITNEY BOWES CREDIT CORPORATION
6 1/4% Notes Due June 1, 1998
PITNEY BOWES CREDIT CORPORATION, a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
Co., or registered assigns, the principal sum of ONE HUNDRED MILLION DOLLARS
($100,000,000) at the office or agency of the Company for such purpose in the
Borough of Manhattan, The City of New York, on June 1, 1998, and to pay
interest thereon from June 2, 1995 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
June 1 and December 1 in each year, commencing December 1, 1995, at the rate of
6 1/4% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this permanent global Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the May 15 or November 15
(whether or not a Business Day), as the case may be, next preceding the June 1
and December 1 Interest Payment Dates; provided, however, that interest
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payable at maturity will be payable to the Person to whom principal shall be
payable. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this permanent global Security
(or one or more Predecessor Securities) is registered at the close of business
on
<PAGE>
a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice of which shall be given to the Holder of this
permanent global Security not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of the
series evidenced by this permanent global Security may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
said Indenture. As used herein, the term "Depositary" shall mean the
Depositary designated as such by the Company under the Indenture described
herein.
This Security is a permanent global Security evidencing a
portion of a duly authorized issue of securities of the Company (herein called
the "Securities"), issued and to be issued in one or more series under an
Indenture, dated as of May 1, 1985, as supplemented by a First Supplemental
Indenture, dated as of December 1, 1986, the Second Supplemental Indenture
dated as of February 15, 1989 and the Third Supplemental Indenture dated as of
May 1, 1989 (herein called, collectively, the "Indenture"), between the Company
and Bankers Trust Company, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. This permanent global Security is one of the series designated as
the Company's 6 1/4% Notes Due June 1, 1998, limited in aggregate principal
amount to $100,000,000.
This permanent global Security is exchangeable in whole or from
time to time in part for Securities of this series in definitive registered
form only as provided in this paragraph. If (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this
permanent global Security or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (ii) the Company in its sole discretion determines that this
permanent global Security shall be exchangeable for Securities of this series
in definitive registered form and executes and delivers to the Security
Registrar a Company Order providing that this permanent global Security shall be
so exchangeable, or (iii) an event shall have occurred and be continuing which,
after notice or lapse of time, or both, would become an Event of Default with
respect to the Securities of the series of which this permanent global Security
is a part, this permanent global Security shall be exchangeable for Securities
of this series in definitive
2
<PAGE>
registered form, provided that the definitive Securities so issued in exchange
--------
for this permanent global Security shall be in denominations of $1,000 and any
integral multiples, without coupons, and be of like aggregate principal amount
and tenor as the portion of this permanent global Security to be exchanged, and
provided further that, unless the Company agrees otherwise, Securities of this
- -------- -------
series in definitive registered form will be issued in exchange for this
permanent global Security, or any portion hereof, only if such Securities in
definitive registered form were requested by written notice to the Trustee or
the Security Registrar by or on behalf of a Person who is beneficial owner of an
interest hereof given through the Holder hereof. Except as provided above,
owners of beneficial interests in this permanent global Security will not be
entitled to have Securities registered in their names, will not receive or be
entitled to physical delivery of Securities in definitive registered form and
will not be considered the Holders thereof for any purpose under the Indenture.
Neither the Company, the Trustee, any Paying Agent nor the Securities Registrar
shall have any responsibility or liability for any aspect of records relating to
or payments made on account of beneficial ownership interests in this permanent
global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
Any exchange of this permanent global Security or portion
hereof for one or more Securities of this series in definitive registered form
will be made at the New York office of the Trustee or the Security Registrar,
upon request by or on behalf of the Person who is the beneficial owner of an
interest herein given through the Holder hereof and in accordance with
instructions given by the Company to the Trustee, the Security Registrar and
the Depositary. Upon exchange of any portion of this permanent global
Security for one or more Securities of this series in definitive registered
form, the Trustee or the Security Registrar, as the case may be, shall cancel
this permanent global Security and issue a new permanent global Security or
Securities of this Series and of like tenor for the remaining principal
amount. Except as otherwise provided herein or in the Indenture, until
exchanged in full for one or more Securities of this series in definitive
registered form, this permanent global Security shall in all respects be
subject to and entitled to the same benefits and conditions under the
Indenture as a duly authenticated and delivered Security of this series in
definitive registered form.
Payment of the principal of (and premium, if any) and interest
on this permanent global Security due at maturity will be made by wire
transfer in immediately available funds upon surrender of this Security at the
Corporate Trust Office of the Paying Agent in the Borough of Manhattan, The
3
<PAGE>
City of New York, provided that this permanent global Security is presented to
--------
the Paying Agent in time for the Paying Agent to make such payment in
accordance with its normal procedures. Payments of interest (other than
interest payable at maturity) will be made by check mailed to the address of
the Person entitled thereto as it appears in the Security Register, or by wire
transfer to such account as may have been designated to the Paying Agent.
Interest payments for this permanent global Security will
include interest accrued to but excluding the Interest Payment Dates.
Interest payments for this permanent global Security shall be computed and
paid on the basis of a 360-day year of twelve 30-day months.
Any payment on any Security due which is not a Business Day in
The City of New York need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on the due
date, and no interest shall accrue for the period from and after such date.
This permanent global Security may not be redeemed at the
option of the Company prior to its Stated Maturity.
If an Event of Default with respect to the Securities of this
series shall occur and be continuing, the principal of the Securities of this
series (including this permanent global Security and the interests represented
hereby) may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification
4
<PAGE>
of the rights and obligations of the Company and the rights of the Holders of
the Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this permanent global Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
permanent global Security and of any Security or Securities issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this permanent
global Security.
No reference herein to the Indenture and no provision of this
permanent global Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this permanent global
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
No service charge shall be made for any such registration of
transfer or exchange of Securities as provided above, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Prior to due presentment of this permanent global Security for
registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this permanent global
Security is registered as the owner hereof for all purposes, whether or not
this permanent global Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this permanent global Security which are
defined in the Indenture and not herein otherwise defined shall have the
meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been
executed by the Trustee or by its Authenticating Agent by manual signature,
this permanent global Security
5
<PAGE>
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: June 2, 1995 PITNEY BOWES CREDIT CORPORATION
By___________________________________
Treasurer
Attest__________________________
Secretary
[SEAL]
6
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the permanent global Securities of the series
designated therein referred to in the within-mentioned
Indenture.
BANKERS TRUST COMPANY, As Trustee
By:______________________________
Authorized officer
7
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
(Print or Type Name and Address including Zip Code of Assignee)
- ----------------------------------------------------------------------
the within permanent global Security, and all rights thereunder, hereby
irrevocably constituting and appointing _______________________________
attorney to transfer said permanent global Security on the books of the
Company, with full power of substitution in the premises.
Dated: ____________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within permanent global
Security in every particular without alteration or enlargement or any
change whatsoever and must be guaranteed by a commercial bank or
trust company having its principal office or correspondent in The
City of New York or by a member of the New York Stock Exchange.
8
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------------------------------------------
(Print or Type Name and Address including Zip Code of Assignee)
- ----------------------------------------------------------------------
the within permanent global Security, and all rights thereunder, hereby
irrevocably constituting and appointing _______________________________
attorney to transfer said permanent global Security on the books of the
Company, with full power of substitution in the premises.
Dated: ____________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within permanent global
Security in every particular without alteration or enlargement or any
change whatsoever and must be guaranteed by a commercial bank or
trust company having its principal office or correspondent in The
City of New York or by a member of the New York Stock Exchange.
9
<PAGE>
EXHIBIT 5B
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, 55 Water Street, New York, New
York (the "U.S. Depositary"), to Pitney Bowes Credit Corporation or its agent
for registration of transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of The Depository Trust Company (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the U.S. Depositary), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
No. R-1 $100,000,000
CUSIP # 724477AP9
PITNEY BOWES CREDIT CORPORATION
6 5/8% Notes Due June 1, 2002
PITNEY BOWES CREDIT CORPORATION, a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
Co., or registered assigns, the principal sum of ONE HUNDRED MILLION DOLLARS
($100,000,000) at the office or agency of the Company for such purpose in the
Borough of Manhattan, The City of New York, on June 1, 2002, and to pay
interest thereon from June 2, 1995 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
June 1 and December 1 in each year, commencing December 1, 1995, at the rate
of 6 5/8% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this permanent global Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the May 15 or November 15
(whether or not a Business Day), as the case may be, next preceding the June 1
and December 1 Interest Payment Dates; provided, however, that interest
-------- -------
payable at maturity will be payable to the Person to whom principal shall be
payable. Any such interest not so punctually paid or duly provided for will
<PAGE>
forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this permanent global Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice of which shall be given to the Holder of this
permanent global Security not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of the
series evidenced by this permanent global Security may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
said Indenture. As used herein, the term "Depositary" shall mean the
Depositary designated as such by the Company under the Indenture described
herein.
This Security is a permanent global Security evidencing a
portion of a duly authorized issue of securities of the Company (herein called
the "Securities"), issued and to be issued in one or more series under an
Indenture, dated as of May 1, 1985, as supplemented by a First Supplemental
Indenture, dated as of December 1, 1986, the Second Supplemental Indenture
dated as of February 15, 1989 and the Third Supplemental Indenture dated as of
May 1, 1989 (herein called, collectively, the "Indenture"), between the Company
and Bankers Trust Company, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. This permanent global Security is one of the series designated as
the Company's 6 5/8% Notes Due June 1, 2002, limited in aggregate principal
amount to $100,000,000.
This permanent global Security is exchangeable in whole or from
time to time in part for Securities of this series in definitive registered
form only as provided in this paragraph. If (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this
permanent global Security or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (ii) the Company in its sole discretion determines that this
permanent global Security shall be exchangeable for Securities of this series
in definitive registered form and executes and delivers to the Security
Registrar a Company Order providing that this permanent global Security shall
be
2
<PAGE>
so exchangeable, or (iii) an event shall have occurred and be continuing
which, after notice or lapse of time, or both, would become an Event of
Default with respect to the Securities of the series of which this permanent
global Security is a part, this permanent global Security shall be
exchangeable for Securities of this series in definitive registered form,
provided that the definitive Securities so issued in exchange for this
- --------
permanent global Security shall be in denominations of $1,000 and any integral
multiples, without coupons, and be of like aggregate principal amount and
tenor as the portion of this permanent global Security to be exchanged, and
provided further that, unless the Company agrees otherwise, Securities of this
- -------- -------
series in definitive registered form will be issued in exchange for this
permanent global Security, or any portion hereof, only if such Securities in
definitive registered form were requested by written notice to the Trustee or
the Security Registrar by or on behalf of a Person who is beneficial owner of
an interest hereof given through the Holder hereof. Except as provided above,
owners of beneficial interests in this permanent global Security will not be
entitled to have Securities registered in their names, will not receive or be
entitled to physical delivery of Securities in definitive registered form and
will not be considered the Holders thereof for any purpose under the
Indenture. Neither the Company, the Trustee, any Paying Agent nor the
Securities Registrar shall have any responsibility or liability for any aspect
of records relating to or payments made on account of beneficial ownership
interests in this permanent global Security, or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
Any exchange of this permanent global Security or portion
hereof for one or more Securities of this series in definitive registered form
will be made at the New York office of the Trustee or the Security Registrar,
upon request by or on behalf of the Person who is the beneficial owner of an
interest herein given through the Holder hereof and in accordance with
instructions given by the Company to the Trustee, the Security Registrar and
the Depositary. Upon exchange of any portion of this permanent global
Security for one or more Securities of this series in definitive registered
form, the Trustee or the Security Registrar, as the case may be, shall cancel
this permanent global Security and issue a new permanent global Security or
Securities of this Series and of like tenor for the remaining principal
amount. Except as otherwise provided herein or in the Indenture, until
exchanged in full for one or more Securities of this series in definitive
registered form, this permanent global Security shall in all respects be
subject to and entitled to the same benefits and conditions under
3
<PAGE>
the Indenture as a duly authenticated and delivered Security of this series in
definitive registered form.
Payment of the principal of (and premium, if any) and interest
on this permanent global Security due at maturity will be made by wire
transfer in immediately available funds upon surrender of this Security at the
Corporate Trust Office of the Paying Agent in the Borough of Manhattan, The
City of New York, provided that this permanent global Security is presented to
--------
the Paying Agent in time for the Paying Agent to make such payment in
accordance with its normal procedures. Payments of interest (other than
interest payable at maturity) will be made by check mailed to the address of
the Person entitled thereto as it appears in the Security Register, or by wire
transfer to such account as may have been designated to the Paying Agent.
Interest payments for this permanent global Security will
include interest accrued to but excluding the Interest Payment Dates.
Interest payments for this permanent global Security shall be computed and
paid on the basis of a 360-day year of twelve 30-day months.
Any payment on any Security due which is not a Business Day in
The City of New York need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on the due
date, and no interest shall accrue for the period from and after such date.
This permanent global Security may not be redeemed at the
option of the Company prior to its Stated Maturity.
If an Event of Default with respect to the Securities of this
series shall occur and be continuing, the principal of the Securities of this
series (including this permanent global Security and the interests represented
hereby) may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
principal amount of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of
4
<PAGE>
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this permanent
global Security shall be conclusive and binding upon such Holder and upon all
future Holders of this permanent global Security and of any Security or
Securities issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this permanent global Security.
No reference herein to the Indenture and no provision of this
permanent global Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this permanent global
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
No service charge shall be made for any such registration of
transfer or exchange of Securities as provided above, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Prior to due presentment of this permanent global Security for
registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this permanent global
Security is registered as the owner hereof for all purposes, whether or not
this permanent global Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this permanent global Security which are
defined in the Indenture and not herein otherwise defined shall have the
meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been
executed by the Trustee or by its Authenticating Agent by manual signature,
this permanent global Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: June 2, 1995 PITNEY BOWES CREDIT CORPORATION
By___________________________________
Treasurer
Attest__________________________
Secretary
[SEAL]
6
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the permanent global Securities of the series
designated therein referred to in the within-mentioned
Indenture.
BANKERS TRUST COMPANY, As Trustee
By:______________________________
Authorized officer
7
